Note: This document has been translated from a part of the Japanese original for reference purposes only.
In the event of any discrepancy between this translated document and the Japanese original, the original
shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translation.
(Securities Code 3608)
May 7, 2021

To Shareholders with Voting Rights:
Tsuyoshi Shimoji
Representative Director
President & CEO
TSI HOLDINGS CO., LTD.
1-2-3 Kita-Aoyama, Minato-ku, TokyoNOTICE OF CONVOCATION OF
THE 10TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
We would like to express our appreciation for your continued support and patronage.
You are cordially notified of the 10th Annual General Meeting of Shareholders (the “Meeting”) of TSIHOLDINGS CO., LTD. (the “Company”). The Meeting will be held for the purposes as described below.
Instead of attending the Meeting, you may exercise your voting rights by either of the methods
described on the next page. Please review the attached Reference Documents for the General Meeting of
Shareholders and exercise your voting rights by 6:00 p.m. on Thursday, May 27, 2021, Japan time.

1. Date and Time:

Friday, May 28, 2021 at 10:00 a.m. Japan time (opens at 9:00 a.m.)

2. Place:

West Suite, B1F, The Strings Omotesandoh located at
3-6-8 Kita-Aoyama, Minato-ku, Tokyo, Japan

3. Meeting Agenda:
Matters to be reported: 1. The contents of the Business Report, Consolidated Financial Statements for
the Company’s 10th Fiscal Year (March 1, 2020 - February 28, 2021) andresults of audits by the Accounting Auditor and the Audit & Supervisory
Board of the Consolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 10th Fiscal Year
(March 1, 2020 - February 28, 2021)
Proposal to be resolved:
Election of seven (7) Directors
Proposal 1:
Election of one (1) Auditor
Proposal 2:
Determination of the Amount of Share-based, Performance-linked
Proposal 3:
Compensation Plan for Directors due to Amendments to the Companies Act……………………………………………………………………………………………………………………..
The Systems to Ensure Appropriate Operations, the Implementation Status of Systems to Ensure Appropriate
Operations, the Consolidated Statements of Shareholders’ Equity and Notes to the Consolidated Financial
Statements, and the Statements of Shareholders’ Equity and Notes to the Non-consolidated Financial
Statements, which should otherwise be provided in conjunction with this notice, are not contained in the
Reference Documents attached to this notice, as they are posted on the Company’s website (https://www.tsiholdings.com/) pursuant to the provisions of laws, regulations and Article 15 of the Articles of Incorporation-1-

of the Company. Therefore, the Business Report, the Consolidated Financial Statements, and the Nonconsolidated Financial Statements included in the attachments are part of the Business Report, theConsolidated Financial Statements, and the Non-consolidated Financial Statements audited by the
Accounting Auditor when preparing its Audit Report.
If any revisions are required for the Reference Documents for the General Meeting of Shareholders, Business
Report, Consolidated Financial Statements, and Non-consolidated Financial Statements, the revised versions
will be posted on the Company’s website (https://www.tsi-holdings.com/).

-2-

Reference Documents for the General Meeting of Shareholders
Proposal and References
Proposal 1:

Election of seven (7) Directors

The terms of office of all eight (8) Directors will expire at the conclusion of the Meeting. In order tostreamline the management structure by decreasing the number of Directors by one (1), the election of seven(7) Directors including three (3) Outside Directors is proposed.
The candidates are as follows:

Name

No.

1

Re-election

Tsuyoshi Shimoji

2

Re-election

Takahiko Miyake

3

New

Masanori Maekawa

4New

Jun Imaizumi

5

6

7

Re-election
OutsideIndependentRe-election
OutsideIndependent
New
OutsideIndependent

Current positions
andresponsibilities at
the Company
Representative
Director,
President & CEO
Director &Chairman
Executive
Officer &GeneralManager, SCM
Dept.
GeneralManager, DX
Strategy Dept.

Yutaka Nishimura

Director

Akira Iwamoto

Director

Naoko Ichikawa－

Attendance atBoard ofDirectors
meetings
100%(10 out of 10
meetings)
100%(14 out of 14
meetings)－－
100%(14 out of 14
meetings)
100%(10 out of 10
meetings)－(Note) Attendance at Board of Directors meetings for Mr. Tsuyoshi Shimoji and Mr. Akira Iwamoto refers only to the number of
meetings held after they assumed office on May 22, 2020.

-3-

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
January 1997
November 2004
September 2012

<Re-election>

1

November 2016

Tsuyoshi Shimoji
November 2018
(December 28, 1964)
June 2019
Attendance at Board March 2020of Directors meetings:
May 2020
10/10 (100%)
July 2020
March 2021

Joined Ueno-Shokai Co., Ltd.
Director and General Manager, Commercial Dept., Ueno-ShokaiCo., Ltd.
Director, Executive Officer, and General Manager, Commercial
Division, Ueno-Shokai Co., Ltd.
Senior Managing Director, Executive Officer, and General
Manager, Commercial Division, Ueno-Shokai Co., Ltd.
Director, Chief Operation Officer and General Manager,
Commercial Division, Ueno-Shokai Co., Ltd.
Executive Officer, the Company
Executive Officer & Head of 4th Business Company, theCompany
Director & Head of 4th Business Company, the Company
Director, Executive General Manager, Sales Headquarters, andHead of 4th Business Company, Sales Headquarters, theCompany
Representative Director, President & CEO, the Company and
Representative Director, President & CEO, TSI Inc. (to present)

Number ofshares of theCompany held

5,171

[Reason for nomination as a Director candidate]
Mr. Tsuyoshi Shimoji has been involved in corporate management and business execution, particularly in the apparel business, as
the Director and Chief Operation Officer of Ueno-Shokai Co., Ltd., a subsidiary of the Company, and has extensive experienceand achievements. Since March 2021, he has also been responsible for the management as Representative Director, President &CEO of the Company and TSI Inc., a major business subsidiary of the Company. As he is expected to strengthen the decisionmaking function and the supervisory function of the Board of Directors drawing on his experience and achievement, he has been
nominated as a Director candidate for re-election.

-4-

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
August 1990
November 1997
August 2000
November 2005
July 2008
November 2008

<Re-election>

2

Takahiko Miyake(March 20, 1965)

June 2011
March 2014

Attendance at Board
March 2015of Directors meetings:
14/14 (100%)
May 2015
November 2016
May 2017
March 2020
March 2021

Joined SANEI-INTERNATIONAL CO., LTD. (presently theCompany)
Director, SANEI-INTERNATIONAL CO., LTD.
Senior Managing Director, SANEI-INTERNATIONAL CO.,LTD.
Director & Deputy President, SANEI-INTERNATIONAL CO.,LTD.
Representative Director & Deputy President, SANEIINTERNATIONAL CO., LTD.
Representative Director & President, SANEIINTERNATIONAL CO., LTD.
Director & Executive General Manager, Corporate Planning
Headquarters, the Company
Director & Executive General Manager, Corporate Strategy
Headquarters and General Manager, Corporate Planning Dept.,
the Company
Director & Executive General Manager, Corporate Planning
Headquarters and General Manager, Corporate Planning Dept.,
the Company
Director & Deputy Executive General Manager, Administrative
Headquarters and General Manager, Corporate Planning Dept.,
Administrative Headquarters, the Company
Representative Director & President, Isolar Co., Ltd. (presently
TSI Inc.)
Director & Vice Chairman, the Company
Director, Vice Chairman, Responsible for Human Resources
Dept., and General Manager, Platform Dept., the Company
Director & Chairman, the Company and Director, TSI Inc. (topresent)

Number ofshares of theCompany held

3,089,180[Reason for nomination as a Director candidate]
Mr. Takahiko Miyake was involved in the corporate management of SANEI-INTERNATIONAL CO., LTD., the predecessor
entity of the Company, as its President centered on the apparel business. He has also been involved in the management of theCompany serving as Director & Executive General Manager of Corporate Planning Headquarters, Executive General Manager ofCorporate Strategy Headquarters, Deputy Executive General Manager of Administrative Headquarters, and Chairman since its
foundation in June 2011 and is promoting the efforts to strengthen the corporate management function of the Group. As he isexpected to strengthen the decision-making function and the supervisory function of the Board of Directors drawing on his
experience and achievement, he has been nominated as a Director candidate for re-election.

-5-

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
July 1999
September 2001
September 2003
September 2009

3

<New>

September 2010

Masanori Maekawa(March 11, 1964)

November 2010
September 2011

Attendance at Board
July 2013of Directors meetings:
March 2014－
May 2018
March 2020
March 2020
March 2021

Joined SANEI-INTERNATIONAL CO., LTD. (presently theCompany)
General Manager, Natural Beauty Basic Business Dept., 1stBusiness Group, SANEI-INTERNATIONAL CO., LTD.
Executive Officer and Head of 5th Company, SANEIINTERNATIONAL CO., LTD.
General Manager, Natural Beauty Basic Business Dept., StoreBusiness Headquarters, SANEI-INTERNATIONAL CO.,LTD.
Executive Officer and General Manager, Natural Beauty BasicBusiness Dept., SANEI-INTERNATIONAL CO., LTD.
Director & Executive Officer, SANEI-INTERNATIONAL
CO., LTD.
Director, Executive Officer, and Head of 1st Company,
SANEI-INTERNATIONAL CO., LTD.
Executive Officer, the Company
Representative Director and President, SANEI bd CO., LTD.
(presently TSI Inc.)
Representative Director and President, Rose Bud Co., Ltd.
(presently TSI Inc.)
Executive Officer & Head of 1st Business Company, theCompany
Representative Director and President, Nano Universe Co.,
Ltd. (Presently TSI Inc.)
Executive Officer & General Manager, SCM Dept., theCompany (to present)
Head of SCM Division, TSI Inc. (to present)

Number ofshares of theCompany held

2,699

March 2021
[Reason for nomination as a Director candidate]
Mr. Masanori Maekawa has been involved in corporate management and business execution, particularly in the apparel business,as the Representative Director and President of SANEI bd CO., LTD. (presently TSI Inc.), a subsidiary of the Company, until
February 2021, and has extensive experience and achievements. As he is expected to strengthen the decision-making function of
the Board of Directors drawing on his experience and achievement, he has been newly nominated as a Director candidate forelection.

-6-

No.

Name
(Date of birth)
<New>

4

Jun Imaizumi(December 7, 1961)

Past experience, positions, responsibilities
and significant concurrent positions
April 2000
September 2012
March 2014
March 2015
March 2020

Attendance at Boardof Directors meetings: March 2021－

Joined NTT DATA Corporation
Joined the Company, General Manager, Information System
Dept., Administrative Headquarters
Director, TSI EC STRATEGY CO., LTD. (presently TSI Inc.)
General Manager, IT Strategy Dept., Administrative
Headquarters, the Company
General Manager, IT Strategy Dept., Platform Dept., theCompany
General Manager, DX Strategy Dept., the Company (topresent)
Head of DX Division, TSI Inc. (to present)

Number ofshares of theCompany held

1,005

March 2021
[Reason for nomination as a Director candidate]
Mr. Jun Imaizumi has extensive experience and achievements in the application of digital transformation to business, both fromhis involvement at system integrators, particularly in the development of new businesses utilizing information systems, and fromhis consistent engagement in the construction and implementation of information systems after joining the Company. As he isexpected to strengthen the decision-making function of the Board of Directors drawing on his experience and achievement, he has
been newly nominated as a Director candidate for election.

-7-

No.

Name
(Date of birth)<Re-election><Outside><Independent>

5

Yutaka Nishimura(November 18, 1955)

Past experience, positions, responsibilities
and significant concurrent positions
April 1979
November 2003
July 2005
November 2005
January 2016
May 2016

Joined Kyokuto Petroleum Industries, Ltd. (presently ENEOS
Corporation)
Representative Director & CFO, Richemont Japan Limited
Representative Director & COO, Richemont Japan Limited
Representative Director & President, Regional CEO,Richemont Japan Limited
Advisor, Carlyle Japan L.L.C. (to present)
Outside Director, Mr Max Ltd. (presently Mr Max HoldingsLtd.) (to present)
Outside Director, the Company (to present)

Number ofshares of theCompany held-

Attendance at Boardof Directors meetings:
May 2019
14/14 (100%)[Reason for nomination as an Outside Director candidate]
Mr. Yutaka Nishimura has been involved in corporate management and business execution as a corporate manager in a wide rangeof fields including consumer goods, and has extensive experience and achievements. As he is expected to provide the Company
with frank advice on the appropriateness of the decision-making of the Board of Directors, and is expected to strengthen the
supervisory function of the Board of Directors from an independent and fair standpoint, he has been nominated as an Outside
Director candidate for re-election. After election, he is expected to continue fulfilling the abovementioned roles. He will have
served approximately two (2) years as Outside Director of the Company at the conclusion of the Meeting.
Joined The Long-Term Credit Bank of Japan, Limited
April 1986
(presently Shinsei Bank, Limited)
Joined A.T. Kearney, Inc.
August1998<Re-election>
Joined Advantage Partners Inc.
August2001<Outside>
Outside Director, The Daiei, Inc.
May
2005
<Independent>
Outside Director, OMC Card, Inc. (presently Cedyna Financial
Corporation)
Akira Iwamoto
Outside Director, Nissen Co., Ltd. (presently Nissen Holdings
March 2007
6
1,319
(October 15, 1962)
Co., Ltd.)
Representative Director, Advantage Advisors, Inc.
October 2007
Attendance at Board July 2011
Outside Director, CCS Inc.
of Directors meetings: January 2017
Assistant to President, The Asahi Shimbun Company (to10/10 (100%)
present)
Advisor, Mizuho Financial Group, Inc.
April 2019
Outside Director, the Company (to present)
May 2020[Reason for nomination as an Outside Director candidate]
Mr. Akira Iwamoto has been involved in corporate management and business execution at a number of companies throughinvestment activities, and has extensive experience and deep expertise. As he is expected to provide the Company with frankadvice on the appropriateness of the decision-making of the Board of Directors, and is expected to strengthen the supervisory
function of the Board of Directors from an independent and fair standpoint, he has been nominated as an Outside Director candidate
for re-election. After election, he is expected to continue fulfilling the abovementioned roles. He will have served approximately
one (1) year as Outside Director of the Company at the conclusion of the Meeting.

-8-

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

Number ofshares of theCompany held

Joined KORG INC.
Joined Booz, Allen & Hamilton (Japan), Inc. (presently PwCConsulting LLC), Principal<New>
Joined GE Edison Life Insurance Company (presently The
January
1999<Outside>
Gibraltar Life Insurance Co., Ltd.)<Independent>
December 2004 Joined General Electric Japan Ltd. (presently GE Japan Inc.),
Executive Officer
Naoko Ichikawa
Executive Officer and Chief Marketing Officer, General
7
April 2007
(February 5, 1958)
Electric Japan Ltd.
Joined Novartis Pharma K.K., Senior Manager
April 2009
Attendance at Board May 2010
Head of OTC Division, Novartis Pharma K.K.
of Directors meetings: July 2012
Joined Innovation Network Corporation of Japan (INCJ),－Managing Director
Joined Mitsubishi Chemical Holdings Corporation, Executive
July 2017
Officer and Chief Marketing Officer (to present)[Reason for nomination as an Outside Director candidate]Ms. Naoko Ichikawa has extensive experience and achievements, both as a management consultant and from her involvement incorporate management and business execution in a wide range of fields such as finance, pharmaceutical, and chemistry. As she isexpected to provide the Company with frank advice on the appropriateness of the decision-making of the Board of Directors, andis expected to strengthen the supervisory function of the Board of Directors from an independent and fair standpoint, she has been
nominated as an Outside Director candidate. After election, she is expected to fulfill the abovementioned roles.
April 1981
September 1989

(Notes)
1.
2.
3.

4.

5.

6.

7.

No conflict of interest exists between the Company and any of the above Director candidates.
Mr. Yutaka Nishimura, Mr. Akira Iwamoto, and Ms. Naoko Ichikawa are candidates for Outside Directors as stipulated
in Article 2, Paragraph 3, Item 7 of the Ordinance for Enforcement of the Companies Act.
The Company has designated Mr. Yutaka Nishimura and Mr. Akira Iwamoto as independent officers pursuant to the rulesof Tokyo Stock Exchange, Inc. and has notified the Exchange accordingly. Ms. Naoko Ichikawa is a candidate forindependent officer.
The Company has entered into an agreement with Mr. Yutaka Nishimura and Mr. Akira Iwamoto to limit their liability
pursuant to Article 423, Paragraph 1 of the Companies Act. The maximum amount of liability pursuant to the agreement
is the lowest amount permitted by laws and regulations. The Company is planning to continue the said liability limitationagreement with Mr. Yutaka Nishimura and Mr. Akira Iwamoto subject to their re-election. If Outside Director candidate
Ms. Naoko Ichikawa is elected and takes office as Director, the Company is planning to enter into a similar agreementwith her.
At Mr Max Holdings Ltd., at which Mr. Yutaka Nishimura currently serves as Outside Director, there wasmisappropriation of company assets by an employee of the company, which was during the term of office of Mr.
Nishimura. While he was not aware of this fact in advance, he has consistently voiced opinions at the Board of Directors
meetings on the necessity of thorough risk management, and since this fact has come to light, he has fulfilled his
responsibilities by providing advice on the investigation of causes and prevention measures.
The number of shares of the Company held shown in the table above indicates the number of shares effectively held by
each candidate including the number of shares held through the TSI Officers’ Share Ownership Plan and the TSI
Employees’ Share Ownership Plan as of February 28, 2021.
The Company has entered into a directors and officers liability insurance contract with an insurance company at theexpense of the Company. The insurance contract covers damage that may be incurred by the insured as a result of
assuming liability for the execution of their duties or receiving claims related to the pursuit of such liability. However,there are certain exclusions, such as no coverage for damage arising from actions taken with the knowledge that they
were in violation of laws and regulations. Each candidate will be insured under the said insurance contract. Also, thesaid insurance contract will be renewed on June 1, 2021, which falls during the term of office of each candidate.

-9-

Proposal 2:

Election of one (1) Auditor

Auditor Mr. Yasuo Yamada will resign at the conclusion of the Meeting. Accordingly, the election of one(1) Auditor is proposed.
Mr. Kiyoshi Kadota will be elected to fill the vacancy of Mr. Yasuo Yamada, and his term of office will be
the remaining term of office of the retired Auditor pursuant to the provision of the Articles of Incorporation of
the Company. The Company has obtained consent from the Audit & Supervisory Board with respect to thesubmission of this Proposal.
The candidate is as follows:
Name(Date of birth)

Past experience, positions and significant concurrent positions
August 2004
October 2009

<New>
Kiyoshi Kadota(March 1, 1961)
Attendance at Board of
Directors meetings:－

June 2011
March 2012
December 2012
July 2013
March 2020
March 2021

Joined Tokyo Style Co., Ltd. (presently the Company)
Executive Officer and General Manager, Corporate Planning
Dept., Corporate Headquarters, Tokyo Style Co., Ltd.
Administrative Headquarters, the Company
General Manager, Administrative Headquarters, the Company
General Manager, Administrative Headquarters and General
Manager, General Affairs Dept., Administrative Headquarters,
the Company
Executive Officer, General Manager, Administrative
Headquarters, and General Manager, General Affairs Dept.,
Administrative Headquarters, the Company
Executive Officer & General Manager, General Affairs Dept.,
the Company (to present)
General Manager, General Affairs Dept., Corporate Division,
TSI Inc. (to present)

Number ofshares of theCompany held

7,197

[Reason for nomination as an Auditor candidate]
Mr. Kiyoshi Kadota has gained extensive knowledge and experience regarding corporate management, particularly at the corporate
planning and general affairs divisions of Tokyo Style Co., Ltd., the predecessor entity of the Company, and the Company. He has
been deeply involved in the Company’s management by promoting the enhancement of corporate management and governancefunctions as Executive Officer of the Company. As he is expected to strengthen the supervisory function of the Company byutilizing his achievement, he has been newly nominated as an Auditor candidate for election.
(Notes)1.
2.

3.

No conflict of interest exists between the Company and the above Auditor candidate.
The number of shares of the Company held shown in the table above indicates the number of shares effectively held by
the candidate including the number of shares held through the TSI Employees’ Share Ownership Plan as of February 28,
2021.
The Company has entered into a directors and officers liability insurance contract with an insurance company at theexpense of the Company. The insurance contract covers damage that may be incurred by the insured as a result of
assuming liability for the execution of their duties or receiving claims related to the pursuit of such liability. However,there are certain exclusions, such as no coverage for damage arising from actions taken with the knowledge that they
were in violation of laws and regulations. The candidate will be insured under the said insurance contract. Also, the said
insurance contract will be renewed on June 1, 2021, which falls during the term of office of the candidate.

- 10 -

Proposal 3:

Determination of the Amount of Share-based, Performance-linked Compensation Plan for
Directors due to Amendments to the Companies Act

1.

The reason for the proposal and the reason why it is considered appropriate
At the 5th Annual General Meeting of Shareholders held on May 25, 2016, the Company gained approval
for the introduction of a Board Benefit Trust (BBT) (hereinafter the “Plan”), a share-based, performance-linked
compensation plan for Directors and mandate-type Executive Officers of the Company and Directors of Group
companies (that refer to subsidiaries of the Company and subsidiaries of said subsidiaries; however, Outside
Directors of both the Company and Group companies are excluded and Auditors are not eligible for the Plan;
the aforementioned Directors, etc. eligible for the Plan are hereinafter referred to as “Eligible Officers” and theresolution of the aforementioned General Meeting of Shareholders is hereinafter referred to as “Original
Resolution”). However, in line with the enforcement of the Act Partially Amending the Companies Act (Act No.
70 of 2019) on March 1, 2021, the Company seeks the approval of our shareholders to newly set the amount ofshare-based, performance-linked compensation plan for Directors, in lieu of the amount of current compensation
for Directors under the Plan.
The Company submits this proposal for approval of the amount and specifics of compensation, etc. to grantcompensation under the Plan to the Directors of the Company, separate from the amount of compensation for
Directors approved at the 1st Annual General Meeting of Shareholders held on May 24, 2012 (up to 500 million
yen per year). The details of the Plan shall be left to the discretion of the Board of Directors within the frameworkoutlined in 2. below. The number of Directors of the Company eligible for the Plan is five (5) at this moment,
excluding three (3) Outside Directors. If Proposal 1 is approved as originally proposed, the number of Directorsof the Company eligible for the Plan will be four (4).
This proposal is procedural measure in accordance with the amendment of laws and regulations and is notintended to increase the actual amount of compensation compared to that under the Original Resolution. As in
the Original Resolution, this proposal is intended to clarify the linkage between the Eligible Officers’
compensation and the Company’s business performance as well as its stock value, sharing with shareholders
not only the merits of the increase in the stock price, but also the risk of the decrease in the stock price, thereby
increasing awareness of the Eligible Officers to contribute to the medium- to long-term improvement in thebusiness performance and to the enhancement of corporate value. As described in 2. (6) below, the rate of sharedilution from the Plan is minor. The Company, therefore, considers the content of this proposal to be appropriate.
At the Board of Directors meeting held on April 12, 2021, the Company established a policy for determining
the content of compensation, etc. for individual Directors of the Company (to be outlined later). Granting ofshare-based, performance-linked compensation based on this proposal aligns with the policy. Even if this
proposal is approved, the Company does not plan to change the policy.
2. Amount of compensation, etc. and other specifics of the Plan
(1) Outline of the Plan
The Plan is a share-based, performance-linked compensation plan in which shares of the Company are
acquired through a trust (hereinafter a trust established under this Plan is referred to as the “Trust”) using money
contributed by the Company and shares of the Company and money in the amount equivalent to the market
value of the relevant shares of the Company as of the resignation date (hereinafter “Shares, etc.”) are granted to
Eligible Officers through the Trust in accordance with the Share-Based Board Benefit Regulations of theCompany and Group companies covered by the Plan. In principle, Shares, etc. are granted to Eligible Officers
upon their resignation.
(2) Persons eligible for the Plan
Directors and mandate-type Executive Officers of the Company and Directors of Group companies (however,Outside Directors of both the Company and Group companies are excluded and Auditors are not eligible for thePlan.)(3) Trust period
From July 29, 2016 until the Trust is terminated (The ending date of the trust period of the Trust is not
specified and the Trust continues as long as the Plan continues. The Plan will be discontinued in suchcircumstances as delisting of shares of the Company and the abolishment of the Share-Based Board Benefit
Regulations.)(4) Trust amountThe Company introduced the Plan for three fiscal years from the fiscal year ended February 28, 2017 to thefiscal year ended February 28, 2019 (the period for the said three fiscal years is hereinafter referred to as the“Initial Plan Period,” and the Initial Plan Period and the three-fiscal-year periods after the Initial Plan Period arehereinafter referred to as the “Plan Period”) and each of the Plan Periods after the Initial Plan Period. The
Company established the Trust, designating Directors who satisfy the beneficiary requirements as its
beneficiaries and contributing to the Trust money of 299 million yen where 300 million yen is the upper limitof contribution to the Trust (including 100 million yen for Directors of the Company) as a fund to acquire sharesfor the purpose of granting Shares, etc. to Directors of the Company under the Plan during the Initial Plan Period.

- 11 -

The Trust has acquired 532,800 shares of the Company using the money entrusted by the Company for theInitial Plan Period.
After the current Plan Period has elapsed, the Company will, in principle, contribute additional funds to theTrust money of up to 300 million yen (including 100 million yen for Directors of the Company) for each threefiscal-year period to cover the subsequent three fiscal years (hereinafter the “Following Plan Period”) until thisPlan is discontinued. In the case where there are remaining shares of the Company (those that correspond to thenumber of points granted to the Eligible Officers, excluding those for which the delivery of shares to the Eligible
Officers has not yet been completed) and money within the trust property (hereinafter “Remaining Shares, etc.”)
on the day immediately preceding the start date of the Following Plan Period for which the Company is planningto contribute additional funds as mentioned above, Remaining Shares, etc. will be used as a source of benefits
to be granted under the Plan during the Following Plan Period. In this case, the maximum amount that theCompany can contribute additionally for the Following Plan Period is an amount calculated by deducting theamount of Remaining Shares, etc. (the amount of shares is valued at an amount equivalent to their market value
as of the day immediately preceding the start date of the relevant Following Plan Period) from 300 million yen(including 100 million yen for Directors of the Company).
(5) Acquisition method of shares of the Company
The Trust will acquire shares of the Company in the stock market or through the disposal of its own shares,
using the funds contributed in accordance with (4) above.
(6) Maximum number of Shares, etc. to be granted to Eligible Officers and method of calculation of the numberof Shares, etc.
Eligible Officers will receive points for each fiscal year in accordance with the Share-Based Board Benefit
Regulations, the number of which will be determined based on, among others, financial performance of theCompany. The maximum number of points to be granted to Eligible Officers per fiscal year shall be no morethan 300,000 points (including 100,000 points for Directors of the Company). The Company deems thisappropriate upon having made its decision comprehensively taking into consideration standards for payment ofcompensation for currently serving officers, current and anticipated developments with respect to the number
of Eligible Officers including Directors of the Company, and other such factors.
The points granted to Eligible Officers will be converted to common shares of the Company at a rate of one(1) common share per point when Shares, etc. are granted in accordance with (7) below. Therefore, the maximum
number of shares of the Company to be acquired by the Trust for each of the Plan Periods will be 900,000 shares(including 300,000 shares for Directors of the Company). (However, in cases where a stock split, gratis
allotment of shares, reverse stock split, etc., has been undertaken with respect to shares of the Company after
this proposal is approved by shareholders, the maximum number of points and the number of points granted, orthe conversion rate will be adjusted in a reasonable manner in accordance with the terms and conditions of sucharrangements including their rates.)
The ratio of the number of shares (300,000 shares, including 100,000 shares for Directors of the Company,
subject to the possible adjustments mentioned above) equivalent to the maximum number of points to be granted
to Eligible Officers per fiscal year to the total number of shares issued (as of February 28, 2021, less the numberof treasury shares) is approximately 0.3% (including 0.1% for Directors of the Company).
The number of points held by Eligible Officers for determining the granting of Shares, etc. pursuant to (7)below is the total number of points granted to each Eligible Officer up to his or her resignation (hereinafter the“Final Number of Points”).
(7) Granting of Shares, etc.
Eligible Officers satisfying the beneficiary requirements prescribed in the Share-Based Board Benefit
Regulations are entitled to receive shares of the Company in the number corresponding to the Final Number ofPoints fixed under (6) above from the Trust by completing the prescribed procedure for determining
beneficiaries when they resign from office. If such Eligible Officers also satisfy certain other requirements
separately prescribed in the Share-Based Board Benefit Regulations in addition to the beneficiary requirements,
they are entitled to receive money in the amount equivalent to the market value of the relevant shares of theCompany as of the resignation date in lieu of the shares of the Company for a certain percentage of the points
that have been granted to them. The Trust may sell shares of the Company to secure funds for such grant ofmoney.
Even if an Eligible Officer has been granted points, the Eligible Officer may not be entitled to be granted
Shares, etc. after discussions in the Nomination and Remuneration Advisory Committee and a resolution of theBoard of Directors, in the event that a resolution for the dismissal of the Eligible Officer is made at the General
Meeting of Shareholders or the Eligible Officer has resigned for the reason of breaching duties as an officer.
(8) Voting rights pertaining to shares held in the TrustIn accordance with the instructions of the trust administrator, voting rights pertaining to shares of theCompany held in the Trust account shall not be exercised altogether. By adopting this method, the Company
intends to ensure impartiality to the management of the Company with regard to the exercise of voting rights ofshares of the Company held in the Trust account.
(9) Treatment of dividends
Dividends from shares of the Company held in the Trust account will be received by the Trust and used aspart of funds, among others, to acquire shares of the Company and to pay trust fees to the trustee of the Trust.

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When the Trust is terminated, any dividends, etc. remaining in the Trust will be distributed to the Eligible
Officers who are incumbent at the time of termination on a pro rata basis based on the number of points held by
them.
(10) Arrangement at the time of termination of the Trust
The Trust will be terminated when causes of termination such as delisting of shares of the Company and theabolishment of the Share-Based Board Benefit Regulations have occurred. When the Trust is terminated, any
residual property of the Trust in the form of shares of the Company will be acquired by the Company without
consideration and will be cancelled based on a resolution of the Board of Directors. When the Trust is terminated,
any residual property of the Trust in the form of money will be distributed to the Company after deducting theamount of money to be distributed to Eligible Officers in accordance with (9) above.

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[Reference: Mechanism of the Plan](1) Establishment of Share-Based Board
Benefit Regulations[Trustor]

Eligible Officers(4) Granting of points(3) Shareacquisition[Trustee](5) Non-exercise
of voting rights(2) Contribution of money intrust

Instructions not
to exercise
voting rights

Mizuho Trust & Banking

Trust administrator[Beneficiaries](Master trust bank: Custody Bank of Japan, Ltd.)(6) Granting of

Shares of the Company

Shares, etc.

Resigning Eligible Officers satisfying

Acquisition of beneficial rights

The Company

beneficiary requirements(1) The Company will establish the “Share-Based Board Benefit Regulations” within the framework approvedby the Meeting subject to the approval thereof concerning the officers’ compensation under the Plan.
(2) The Company will contribute money in trust within the framework approved by the Meeting in (1) above.
(3) The Trust will acquire shares of the Company in the stock market or through the disposal of its own shares,
using the money held in trust in (2) above.
(4) The Company will grant points to Eligible Officers in accordance with the Share-Based Board Benefit
Regulations.
(5) The Trust will not exercise voting rights pertaining to the shares of the Company held in the Trust accountin accordance with the instructions of the trust administrator, which is independent from the Company.
(6) The Trust will grant, to resigning Eligible Officers satisfying the beneficiary requirements prescribed in
the Share-Based Board Benefit Regulations (hereinafter “Beneficiaries”), shares of the Company
corresponding with the number of points that have been granted to them. If such Eligible Officers satisfy
certain other requirements separately prescribed in the Share-Based Board Benefit Regulations, the Trust
will grant to them money in the amount equivalent to the market value of the shares of the Company as of
the resignation date in lieu of the shares of the Company for a certain percentage of the points that havebeen granted to them.

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<Outline of the policy for determining the content of compensation, etc. for individual Directors of theCompany (summary)>
Compensation for Directors of the Company (excluding Outside Directors) shall be comprised of basecompensation and performance-linked compensation, both of which are monetary compensation, and sharebased compensation based on the Board Benefit Trust (BBT) as non-monetary compensation.
The total amount of base compensation and performance-linked compensation, both of which are monetarycompensation, shall be determined within a range of the maximum total amount of 500 million yen per year,
which was resolved at the 6th Annual General Meeting of Shareholders held on May 26, 2017. The amount ofbase compensation shall be determined according to the roles, responsibilities and level of contribution ofindividual Directors after taking into comprehensive consideration such factors. The amount of performancelinked compensation shall be determined based on the target achievement levels of the consolidated net sales
and consolidated ordinary income for the previous fiscal year. Both base compensation and performance-linked
compensation shall be paid in cash every month. Only if the consolidated profit before taxes exceeds its fiscal
year budget, part of the excess shall be provided in cash as a result-based bonus once a year, separate fromperformance-linked compensation.
The amount of share-based compensation based on the BBT shall be determined pursuant to the resolutionof the 5th Annual General Meeting of Shareholders held on May 25, 2016 (or the resolution of this Meeting
after this proposal is approved).
The composition of compensation for individual Directors (excluding Outside Directors) shall be determinedwithin a range of percentages of compensation by type, which is presented in a report from the Nomination andRemuneration Advisory Committee consisting of Outside Directors, etc., with due regard for the details of thereport.
The Representative Director, President & CEO shall be authorized to determine the specific amount ofcompensation for individual Directors pursuant to the policy above by consulting the aforementioned
Nomination and Remuneration Advisory Committee for advice on the original proposal and taking into
consideration a report from the committee.
Share-based compensation based on the BBT shall be granted to Directors pursuant to the resolution of theaforementioned 6th Annual General Meeting of Shareholders and the Share-Based Board Benefit Regulations
separately established by the Company based on the said resolution.

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